BEAUTY HEALTH COMPANY CLASS A CLAS (SKIN)
Sector: Consumer Staples
2026 Annual Meeting Analysis
BEAUTY HEALTH COMPANY CLASS A CLAS · Meeting: June 10, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
Mr. Saunders has served since May 2021 and the stock has lost approximately 93.6% over three years while the company's peer group median fell only 50.9%, a gap of 42.7 percentage points that exceeds the 20-point threshold for negative absolute TSR — the 5-year gap of 6.3pp does not exceed the threshold so the mitigant was considered, but the 5-year absolute TSR is also deeply negative (-91.5%), meaning the longer track record does not provide relief; additionally, Mr. Saunders is a sitting CEO of Bausch + Lomb and also serves on the board of ARS Pharmaceuticals, meaning he holds at least two outside public board seats as a sitting CEO, triggering the overboarding rule.
Mr. Fanning has served since December 12, 2024, which is less than 24 months before the meeting date of June 10, 2026; however, his tenure covers less than half the three-year underperformance period so the trigger is flagged but not automatically a No vote — on further review, because his tenure began in December 2024 and the meeting is June 2026, he has served approximately 18 months, which is within the 24-month exemption window, so he is exempt from the TSR trigger and receives a FOR vote.
Ms. Kerrick has served since May 4, 2021, meaning her tenure fully overlaps the three-year underperformance period; the stock's 3-year return of -93.6% trails the peer group median of -50.9% by 42.7 percentage points, well above the 20-point trigger for negative absolute TSR, and the 5-year gap of 6.3pp does not exceed the 20pp threshold so the 5-year mitigant would apply — however, the 5-year absolute TSR is also -91.5%, which is deeply negative, and the peer gap of 6.3pp is below the 20pp threshold, meaning the 5-year check does not trigger and the vote is downgraded to FOR under the mitigant rule; upon reflection, the 5-year gap of 6.3pp does NOT exceed the applicable threshold (20pp for negative absolute TSR), so the 5-year mitigant fires and the vote is downgraded to FOR.
Mr. Miller has served since May 4, 2021, fully overlapping the three-year underperformance period; the 3-year TSR gap versus the peer median is -42.7pp, exceeding the 20pp trigger for negative absolute TSR; checking the 5-year mitigant, the 5-year gap versus the peer median is -6.3pp, which does NOT exceed the 20pp threshold for negative absolute 5-year TSR, so the 5-year mitigant fires and the vote is downgraded to FOR.
Mr. Schillinger has served since May 4, 2021, fully overlapping the three-year underperformance period; the 3-year TSR gap versus the peer median is -42.7pp, exceeding the 20pp trigger; the 5-year gap of -6.3pp does not exceed the 20pp threshold, so the 5-year mitigant fires and the vote is downgraded to FOR.
For Analysis
Mr. Malha joined the board on October 1, 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Mr. Beattie joined the board on April 17, 2026, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Dr. Shridharani joined the board on April 17, 2026, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Mr. Tripp joined the board on April 17, 2026, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Of the nine nominees, four joined the board within the past 24 months and are exempt from the TSR trigger (Malha, Beattie, Shridharani, Tripp); Fanning also joined within 24 months and receives a FOR. For the five longer-tenured directors, the stock's 3-year return of -93.6% trails the company's compensation peer group median by 42.7 percentage points, triggering the underperformance rule for all five. However, the 5-year peer gap of only 6.3pp — below the 20pp threshold for negative absolute TSR — activates the 5-year mitigant for Kerrick, Miller, and Schillinger, downgrading their votes to FOR. Saunders is voted AGAINST both for TSR underperformance (the 5-year mitigant does not override the 3-year trigger when the longer record is equally poor) and for violating the overboarding rule as a sitting CEO with multiple outside board seats.
Say on Pay
✓ FORCEO
Pedro Malha
Total Comp
$6,311,321
Prior Support
77.46%%
Mr. Malha joined as CEO on October 1, 2025 and received total reported compensation of approximately $6.3 million, which includes a $450,000 sign-on bonus to compensate for forfeited compensation at his prior employer — this one-time payment inflates the reported figure and should be viewed in that context. The prior year Say on Pay vote passed with 77.46% support, above the 70% threshold that would require a mandatory No vote, and the company made visible responsive changes: it cut equity grant target values by 25% for both executives and directors, adjusted annual incentive metrics to increase emphasis on profitability (Adjusted EBITDA), and introduced long-term performance-based cash awards to reduce dilution, all of which demonstrate genuine engagement with shareholder feedback. The pay program includes a meaningful performance-based mix (approximately 65% equity, with 25% of equity in performance stock awards tied to relative TSR), the annual bonus paid out at 140% reflecting actual financial outperformance on Adjusted EBITDA, and prior TSR-linked performance stock awards paid out at 0% for three consecutive cycles, showing the incentive structure is working as intended.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
6 yrs
Audit Fees
$2,390,000
Non-Audit Fees
$687,796
Tax fees of $687,796 represent approximately 28.8% of audit fees of $2,390,000, well below the 50% threshold that would raise independence concerns; Deloitte has served since 2020 (approximately 6 years), far below the 25-year tenure trigger; and no material financial restatements attributable to audit failure were identified in the filing.
Overall Assessment
The 2026 SkinHealth Systems annual meeting features nine director nominees, auditor ratification of Deloitte, and an advisory Say on Pay vote; the key governance concern is the company's catastrophic 3-year stock decline of -93.6%, which triggers the TSR underperformance rule for longer-tenured directors, though the 5-year mitigant rescues three of them and new directors are exempt, leaving only Chairman Saunders as an AGAINST vote due to both TSR accountability and overboarding as a sitting CEO with multiple outside board seats. The auditor and Say on Pay proposals both pass the relevant policy screens cleanly, with Deloitte's non-audit fee ratio well within limits and the compensation program showing genuine responsiveness to last year's sub-80% Say on Pay result.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing